The "Why" of Mergers and Acquisitions: Understanding the Client's Objectives for Strategic Transactions

Most M&A overviews focus on the "what" and the "how" of transactions, such as drafting and negotiating the transaction documentation, conducting due diligence, and executing the transaction itself.  Too often, the "why" of the transaction (i.e., the objectives and motivations of the parties and the internal and external pressures from the various constituents) is treated as barely more than a framing device.  But a public company gobbling up a startup so they can grow a buyer's patent portfolio is a dramatically different transaction from an established family business dipping its toe in a new geography through an acquisition.  In order to effectively and appropriately structure, document, and execute a strategic transaction, lawyers and other advisors must understand why the parties are doing the deal, what they hope to get out of it, and where they want to be when the dust settles.  

In exploring the various goals and rationales for parties to M&A transactions, Mr. Greifzu will discuss:

• Strategic Buyers versus Financial Buyers and how they approach structuring transactions

• Platform companies and add-on acquisitions

• Full or partial exits for pre-Closing owners 

• Whole company transactions versus business-line or subsidiary carveouts

• Continuity of management and leadership after the transaction

• Sophistication among the parties and the power dynamics in deals

• The strength and utility of precedent and what truly changes from deal to deal

Learning Objectives:

1. Examine the nature of the various entities and individuals who typically engage in M&A transactions

2. Identify the unique objectives and motivations of these persons and how they impact their approach to dealmaking

3. Apply the legal and structuring tools available to lawyers and other advisors to meet these objectives and comport with these motivations